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EXHIBIT 10.2
REVOLVING LOAN AGREEMENT
THIS AGREEMENT, dated as of May 1, 1995 is entered into between MIDWEST
ONE MORTGAGE SERVICES, INC., an Illinois corporation ("COMPANY"), and LASALLE
NATIONAL BANK, a national banking association ("LASALLE").
1. COMMITMENTS OF LASALLE
Subject to the terms of this Agreement, LASALLE agrees to lend to the
COMPANY such sums as the COMPANY may request, but not to exceed in aggregate
principal at any time an amount equal to Four Million Dollars ($4,000,000) or
95% of the face value of all mortgages owned or serviced by the Company,
whichever is the lesser amount (the "LOAN").
2. NOTE EVIDENCING BORROWING
A. The borrowing under Section 1 above shall be evidenced by a note
(herein called the "Note") executed by the COMPANY, in the form set forth in
Exhibit "A", dated the date of the borrowing and payable on May 1, 1996. At
the time of the initial borrowing, and each time a repayment is made in whole
or in part thereon, an appropriate notation shall be made on the books and
records of LASALLE. All amounts recorded shall be conclusive and binding
evidence of the amounts advanced unless said recording was made in error or was
otherwise not appropriate. Failure of LASALLE to record an advance shall not
affect the obligation of the COMPANY to pay.
B. The Loan shall be evidenced by a promissory note (the "Note") executed
by the Borrower in the principal amount of $4,000,000 and shall be in the form
set forth in Exhibit A hereto. Without in any way limiting the term of the
Note:
(a) The Borrower shall pay interest on amounts outstanding under the
Note as provided herein. Interest shall be payable quarterly, in arrears,
commencing on July 1, 1995 and continuing on the first day of each October,
January, and April thereafter, with a final payment of all outstanding amounts
due under the Note, including, but not limited to principal and interest if not
sooner paid, on May 1, 1996. The amounts outstanding from time to time shall
bear interest calculated on the actual number of days elapsed on the basis of a
360 day year, at a rate equal, at the Borrower's option, to either (a) the
London Inter-Bank Offered Rate ("LIBOR") plus 100 basis points, or (b) the
Prime Rate (whichever rate is so selected, the "Interest Rate").
For purposes of this Agreement, the term "Prime Rate" shall mean the
floating prime rate in effect from time to time as set by the Bank, and
referred to by the Bank as its Prime Rate. The Borrower acknowledges that the
Prime Rate is not necessarily the Bank's lowest or most favorable rate of
interest at any one time. The effective date of any change in the Prime Rate
shall for purposes hereof be the date the rate change is publicly announced by
the Bank.
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LIBOR borrowings hereunder shall be for a period of one, two or three
months (the "Interest Period"). Prepayments of LIBOR borrowings shall be
permitted only at the conclusion of an Interest Period. Prepayments of LIBOR
borrowings prior to the conclusion of an Interest Period shall be subject to
penalty charges at the discretion of the Bank.
With respect to the renewal of any Loan, or any new borrowing hereunder,
in the event that deposits in the amount and for the term of the selected
Interest Period are unavailable to Bank, or that by reason or circumstances
affecting the LIBOR markets generally, adequate and reasonable means do not
exist for ascertaining the interest rate applicable to such LIBOR loan for the
selected Interest Period, Borrower shall either repay such loan or direct Bank
to convert such loan into a LIBOR or floating rate loan of a type which is
available on the last day of the then current Interest Period, said choice
between repayment or conversion to be solely at Borrower's option.
If it shall become unlawful (or contrary to any direction from or
requirement of any governmental authority having jurisdiction over Bank) for
Bank to honor its commitment or to continue to fund or maintain any Loan or to
perform its obligations hereunder, then upon demand by Bank to Borrower, if it
is unlawful for Bank to honor its commitment to make any loan, such commitment
shall thereupon be cancelled and, if it is unlawful for Bank to continue to
fund or maintain any loan, Borrower shall prepay without premium or penalty
such loan together with accrued interest thereon on the last day of the then
current Interest Period or on such earlier date as may be required by law.
Each request by Borrower for a LIBOR loan must be received by Bank no
later than 11:00 a.m. Chicago, Illinois time, on the day which is two days
prior to the day it is to be funded. Requests for all other loans must be
received by Bank no later than 11:00 a.m. Chicago, Illinois time, on the same
day it is to be funded.
(b) Borrower shall pay Bank a fee of 25 basis points on the unused
amount of the credit commitment available hereunder. Such fee shall be paid on
the same quarterly basis that interest is payable hereunder.
(c) Any amount of principal or interest on the Note which is not paid
when due, whether at stated maturity, by acceleration or otherwise shall bear
interest payable on demand at an interest rate equal at all times to two
percent (2%) above the Interest Rate.
(d) If any payment to be made by the Borrower hereunder shall become due
on a Saturday, Sunday or Bank holiday under the laws of the State of Illinois,
such payment shall be made on the next succeeding business day and such
extension of time shall be included in computing any interest in respect of
such payment.
C. If any payment to be made hereunder shall become due on a Saturday,
Sunday or Bank holiday under the laws of the State of Illinois, such payment
shall be made on the next succeeding business day and such extension of time
shall be included in computing any interest in respect of such payment.
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3. PRINCIPAL PAYMENTS
The total amount of principal outstanding shall be due and payable from
the Company to LaSalle on or before May 1, 1996. Prepayments shall be
permitted without premium or penalty except in the case of LIBOR borrowings.
4. REPRESENTATIONS AND WARRANTIES
To induce LASALLE to make the Loan provided for herein, the COMPANY
represents and warrants that:
A. The advance hereunder shall be used to fund mortgage loans until the
Company is able to sell them in the secondary market.
B. COMPANY is a duly formed and legally constituted corporation under the
laws of Illinois, with power to perform all acts done pursuant to this
Agreement and duly qualified to transact business in the State of Illinois and
in all jurisdictions where the nature of its business requires such licensing
or qualification.
C. COMPANY's financial statements, all of which have been furnished to
LASALLE, have been prepared in accordance with generally accepted accounting
principles and fairly present the financial condition of COMPANY at such dates
and the results of its operations for the periods then ended.
D. Since the latest date of the statements mentioned in Section C, there
have been no material adverse changes in the condition of the COMPANY except
changes arising from transactions in the ordinary course of business, and there
are no material suits or proceedings pending, or to the knowledge of the
COMPANY threatened, against the COMPANY which involve the possibility of any
material judgment or liability not fully covered by insurance; and the COMPANY
is not in default with respect to any order, writ, injunction, or decree of any
court.
E. All necessary tax returns of the COMPANY have been duly filed, and all
material taxes, assessments, fees and other material governmental charges
(other than those presently payable with penalty or interest) upon the COMPANY
or upon any of its properties or assets which are due and payable have been
paid.
F. The COMPANY has received necessary regulatory approvals to transact all
business which it is conducting.
The foregoing representations and warranties shall survive the making of
this Agreement and, except for D and E which are represented and warranted only
as of the date of this Agreement, shall be deemed to be continuing
representations and warranties until the COMPANY has fulfilled all obligations
to LASALLE and LASALLE has been paid in full.
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5. NEGATIVE COVENANTS
Subject to the general exception to each negative covenant that COMPANY
may continue to conduct its business as presently conducted, the COMPANY agrees
that until payment in full of the Note and all interest thereon it and unless
agreed to in writing by LASALLE, the COMPANY shall not:
A. Create, assume, incur, have outstanding, or in any manner become liable
in respect of any indebtedness for borrowed money (other than under the Note)
in excess of $200,000 at any one time.
B. Merge into or consolidate with or into any other person, firm or
corporation, unless the COMPANY is the survivor.
C. Directly or indirectly pledge or otherwise by the COMPANY's affirmative
action encumber the stock of any bank subsidiary of the COMPANY.
D. Directly or indirectly pledge, assign, sell, transfer or otherwise
encumber any mortgage loans of the COMPANY.
6. AFFIRMATIVE COVENANTS
The COMPANY covenants that so long as the Note or any part thereof shall
be outstanding and unpaid, or the COMPANY shall have any commitment hereunder,
it shall:
A. Furnish and deliver to LASALLE:
(i) as soon as possible, and in any event within forty-five (45) days
after the end of each of the first three quarterly fiscal periods of the
COMPANY, a copy of the consolidated financial statements prepared in
accordance with generally accepted accounting principles consistently
applied and signed by a principal financial officer;
(ii) as soon as possible and in any event within ninety (90) days after
the end of each fiscal year, a copy of the COMPANY's consolidated balance
sheet as of the end of such year and the related consolidated statement of
income for such year examined by independent public accountants and
accompanied by an unqualified opinion;
(iii) as soon as possible, and in any event within forty-five (45) days
after the end of each quarterly fiscal period of Midwest Bank and Trust
Company, The National Bank of Monmouth, Midwest Bank of Hinsdale, and
Midwest Bank of XxXxxxx County ("the Banks"), a copy of the BANK's Call
Report as of the end of the immediately preceding quarter, signed by the
proper officers/directors of the BANK; and
(iv) within thirty (30) days thereafter, notice in writing of all
material proceedings before any court or governmental department or other
administrative agency or of any
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other material matter which would have a material adverse effect on the
operations of the COMPANY.
B. Promptly pay and discharge all assessments and other governmental
charges imposed upon the COMPANY or the income, profits, or property of the
COMPANY and all claims for labor, material or supplies which, if unpaid, might
by law become a lien or charge upon the property of the COMPANY; provided that
the COMPANY shall not be required to pay if the validity thereof shall be
contested in good faith by appropriate proceedings or otherwise, and adequate
reserves shall be maintained on the books of the COMPANY.
C. Insure or cause its bank subsidiaries to insure such properties and
risks with respect to its or their business as the COMPANY reasonably deems to
be consistent with sound banking practice.
7. GUARANTY
As collateral security for all of COMPANY's obligations from time to time
to LASALLE, First Midwest Corporation of Delaware has executed a Continuing
Unconditional Guaranty in favor of the LaSalle secured by 100% of the stock of
the BANKS.
8. RIGHTS UPON DEFAULT
Upon the occurrence of any of the following events or acts:
A. If the COMPANY fails to make payment when due;
B. If any representation or warranty of this Agreement shall be false when
made or, except for 4.D and 4.E, shall be false at any time during the term of
this Agreement or any extension thereof, or if the COMPANY defaults in the
performance of any covenant, condition or agreement contained in this Agreement
or any material covenant, condition or agreement contained in any other
agreement with LASALLE;
C. If the COMPANY becomes insolvent or is unable to pay its debts as they
mature; or makes an assignment for the benefit of creditors or admits in
writing its inability to pay its debts as they mature; or suspends transaction
of its usual business, or if a trustee of any substantial part of the assets of
the COMPANY is applied for or appointed, or if any proceedings involving the
insolvency or inability to pay the debt of the COMPANY are commenced by the
COMPANY under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law or statute of the federal
government or any state government;
D. Company shall fail to maintain the following ratio: Liabilities
defined in accordance with generally accepted accounting principles ("GAAP") to
Tangible Equity defined in accordance with GAAP of 8 to 1.
LASALLE shall have all rights and remedies provided by applicable law and,
without limiting the generality of the foregoing, may, at its option, declare
its commitments to be terminated and
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the Note shall thereupon be and become forthwith, due and payable, without any
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived, anything contained herein or in the Note to the
contrary notwithstanding, any may, also without limitation, appropriate and
apply toward the payment of the Note any indebtedness of LASALLE to the COMPANY
however created or arising, and may, also without limitation exercise any and
all rights in and to the collateral security, if any, referred to in Section 7
above.
9. MISCELLANEOUS
A. No failure or delay on the part of LASALLE in exercising any right or
remedy hereunder shall operate as a waiver; nor shall any single or partial
exercise of any such right or remedy preclude any further exercise of any other
right or remedy hereunder. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.
B. This Agreement constitutes the entire agreement between the parties and
there are no promises expressed or implied unless contained herein. No
amendment, modification, termination or waiver of any provision of this
Agreement or of the Note shall in any event be effective unless the same shall
be in writing and signed by LASALLE. No notice to or demand on the COMPANY in
any case shall entitle the COMPANY to any other or further notice or demand in
similar or other circumstances.
C. All notices, requests, demands and other communications provided for
hereunder shall be in writing and, if to the COMPANY mailed or delivered to the
then President, and if to LASALLE, mailed or delivered to it, addressed to it
at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Correspondent
Division, or, as to each party, at such other address as shall be designated by
such party in a written notice to each other party complying as to delivery
with the terms of this subsection. All notices, requests, demands and other
communications provided for hereunder shall be effective when delivered, or if
mailed, three business days after being deposited in the mails, postage
prepaid, addressed as aforesaid.
D. This Agreement shall become effective when it shall have been executed
by the COMPANY and LASALLE and thereafter shall be binding upon and inure to
the benefit of the COMPANY and LASALLE and their respective successors and
assigns, except that the COMPANY shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of LASALLE.
E. This Agreement and the Note will be delivered and accepted in and shall
be deemed to be contracts made under and governed by the laws of the State of
Illinois, and for all purposes shall be construed in accordance with the laws
of said State. This Agreement shall govern the terms of any extensions or
renewals to the Note.
F. Any provision of this Agreement which is unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction; wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law.
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G. All covenants, agreements, representations and warranties made by the
COMPANY herein shall be deemed material and relied on by LASALLE and shall
survive the execution and delivery to LASALLE of this Agreement and any Note.
X. XXXXXXX represents that it will received the Note payable to it as
evidence of a bank loan.
I. The COMPANY will pay all costs and expenses (including reasonable
attorney's fees), if any, of collection and enforcement of this Agreement, the
Note and the other documents to be delivered hereunder.
X. XXXXXXX reserves the right to sell participations in this loan.
The parties hereto have caused this Agreement to be executed by their
authorized officers as of the date first above written.
MIDWEST ONE MORTGAGE SERVICES, INC.
By: /s/
-----------------------------------
Its: President
-----------------------------------
LASALLE NATIONAL BANK
By: /s/
-----------------------------------
Its: F.VP.
-----------------------------------
PFM:de
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FIRST AMENDMENT TO
REVOLVING LOAN AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING LOAN AGREEMENT dated as of May 1, 1996
(this "Amendment"), is between MIDWEST ONE MORTGAGE SERVICES, INC., an Illinois
corporation (the "Borrower"), and LASALLE NATIONAL BANK, a national banking
association (the "Bank").
W I T N E S S E T H:
WHEREAS, the Borrower and the Bank entered into a Revolving Loan Agreement
dated as of May 1, 1995 (the "Agreement"); and
WHEREAS, the Borrower and the Bank desire to amend the Agreement as more
fully described herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms used herein without definition
shall have the respective meanings set forth in the Agreement.
2. AMENDMENTS TO THE AGREEMENT.
2.1 Amendment to Section 2.A of the Agreement. Section 2.A of the
Agreement is hereby amended as of the date hereof by deleting the date "May 1,
1996" and substituting the date "May 1, 1997" in lieu thereof.
2.2 Amendment to Section 2.B(a) of the Agreement. Section 2.B(a) of the
Agreement is hereby amended as of the date hereof by restating the first two
sentences thereof, as follows:
"(a) The Borrower shall pay interest on amounts outstanding under the
Note as provided herein. Interest shall be payable quarterly, in arrears,
commencing on July 1, 1996 and continuing on the first day of each
October, January, and April thereafter, with a final payment of all
outstanding amounts due under the Note, including, but not limited to
principal and interest if not sooner paid, on May 1, 1997."
2.3 Amendment to Section 3 of the Agreement. Section 3 of the Agreement
is hereby amended as of the date hereof by deleting the date "May 1, 1996" and
substituting the date "May 1, 1997" in lieu thereof."
3. WARRANTIES. To induce the Bank to enter into this Amendment, the
Borrower warrants that:
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3.1 Authorization. The Borrower is duly authorized to execute and
deliver this Amendment and is and will continue to be duly authorized to borrow
monies under the Agreement, as amended hereby, and to perform its obligations
under the Agreement, as amended hereby.
3.2 No Conflicts. The execution and delivery of this Amendment and the
performance by the Borrower of its obligations under the Agreement, as amended
hereby, do not and will not conflict with any provision of law or of the charter
or by-laws of the Borrower or of any agreement binding upon the Borrower.
3.3 Validity and Binding Effect. The Agreement, as amended hereby, is a
legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditors' rights or by general principles of equity limiting
the availability of equitable remedies.
3.4 No Default. As of the date hereof, no Event of Default under
Section 8 of the Agreement, as amended by this Amendment, or event or condition
which, with the giving of notice or the passage of time, shall constitute an
Event of Default, has occurred or is continuing.
3.5 Warranties. As of the date hereof, the representations and
warranties in Section 4 of the Agreement are true and correct as though made on
such date, except for such changes as are specifically permitted under the
Agreement.
4. CONDITIONS PRECEDENT. This Amendment shall become effective as of the
date above first written after receipt by the Bank of the following documents:
(a) This Amendment duly executed by the Borrower;
(b) A Replacement Promissory Note in the form of
Exhibit A-1 attached hereto, duly executed by the Borrower;
(c) Reaffirmation of Guaranty of First Midwest
Corporation of Delaware; and
(d) Such other documents and instruments as the Bank
reasonably requests.
5. GENERAL
5.1 Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of Illinois.
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5.2 Successors. This Amendment shall be binding upon the Borrower and the
Bank and their respective successors and assigns, and shall inure to the benefit
of the Borrower and the Bank and their respective successors and assigns.
5.3 Confirmation of the Agreement. Except as amended hereby, the
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects.
LASALLE NATIONAL BANK MIDWEST ONE MORTGAGE SERVICES, INC.
By: /s/ By: /s/ Xxxxxx X. Xxxxxxx
-------------------------- --------------------------
Its: S.V.P. Its: President
-------------------------- --------------------------
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SECOND AMENDMENT TO
REVOLVING LOAN AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING LOAN AGREEMENT dated as of May 1, 1997
(this "Amendment"), is between MIDWEST ONE MORTGAGE SERVICES, INC., an Illinois
corporation (the "Borrower"), and LASALLE NATIONAL BANK, a national banking
association (the "Bank").
W I T N E S S E T H:
WHEREAS, the Borrower and the Bank entered into a Revolving Loan Agreement
dated as of May 1, 1995, as amended by a First Amendment thereto dated May 1,
1996 (collectively, the "Agreement"); and
WHEREAS, the Borrower and the Bank desire to amend the Agreement as more
fully described herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms used herein without definition shall
have the respective meanings set forth in the Agreement.
2. AMENDMENTS TO THE AGREEMENT.
2.1 Amendment to Section 2.A of the Agreement. Section 2.A of the
Agreement is hereby amended as of the date hereof by deleting the date "May 1,
1997" and substituting the date "May 1, 1998" in lieu thereof.
2.2 Amendment to Section 2.B(a) of the Agreement. Section 2.B(a) of
the Agreement is hereby amended as of the date hereof by restating the first two
sentences thereof, as follows:
"(a) The Borrower shall pay interest on amounts outstanding under the
Note as provided herein. Interest shall be payable quarterly, in
arrears, commencing on July 1, 1997 and continuing on the first day of
each October, January, and April thereafter, with a final payment of all
outstanding amounts due under the Note, including, but not limited to
principal and interest if not sooner paid, on May 1, 1998."
2.3 Amendment to Section 2 of the Agreement. Section 2 of the
Agreement is hereby amended as of the date hereof by adding the following as
new subsection (E) thereto:
"(E) The Loans may be advanced in the form of direct advances. Each
Loan shall be made available to the Borrower upon its written request,
from any person whose authority to so act has not been revoked by the
Borrower in writing previously received by the
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Bank. Such request must be received by no later than 11:00 a.m. Chicago,
Illinois time, on the day it is to be funded. The proceeds of each Loan
shall be made available at the office of the Bank by credit to the
account of the Borrower or by other means requested by the Borrower and
acceptable to the Bank. The Bank is authorized to rely on the
telephonic, telecopy or telegraphic loan requests which the Bank believes
in its good faith judgment to emanate from a properly authorized
representative of the Borrower, whether or not that is in fact the case.
The Borrower does hereby irrevocably confirm, ratify and approve all such
advances by the Bank and does hereby indemnify the Bank against losses
and expenses (including court costs, reasonable attorneys' and
paralegals' fees) and shall hold the Bank harmless with respect thereto."
2.4 Amendment to Section 3 of the Agreement. Section 3 of the
Agreement is hereby amended as of the date hereof by deleting the date "May 1,
1997" and substituting the date "May 1, 1998" in lieu thereof."
3. WARRANTIES. To induce the Bank to enter into this Amendment, the
Borrower warrants that:
3.1 Authorization. The Borrower is duly authorized to execute and
deliver this Amendment and is and will continue to be duly authorized to borrow
monies under the Agreement, as amended hereby, and to perform its obligations
under the Agreement, as amended hereby.
3.2 No Conflicts. The execution and delivery of this Amendment and the
performance by the Borrower of its obligations under the Agreement, as amended
hereby, do not and will not conflict with any provision of law or of the
charter or by-laws of the Borrower or of any agreement binding upon the
Borrower.
3.3 Validity and Binding Effect. The Agreement, as amended hereby, is a
legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency or other similar laws of general application
affecting the enforcement of creditors' rights or by general principles of
equity limiting the availability of equitable remedies.
3.4 No Default. As of the date hereof, no Event of Default under
Section 8 of the Agreement, as amended by this Amendment, or event or
condition which, with the giving of notice or the passage of time, shall
constitute an Event of Default, has occurred or is continuing.
3.5 Warranties. As of the date hereof, the representations and
warranties in Section 4 of the Agreement are true and correct as though made
on such date, except for such changes as are specifically permitted under the
Agreement.
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4. CONDITIONS PRECEDENT. This Amendment shall become effective as of the
date above first written after receipt by the Bank of the following documents:
(a) This Amendment duly executed by the Borrower;
(b) A Replacement Promissory Note in the form of Exhibit A-2
attached hereto, duly executed by the Borrower;
(c) Reaffirmation of Guaranty of First Midwest Corporation
of Delaware; and
(d) Such other documents and instruments as the Bank
reasonably requests.
5. GENERAL.
5.1 Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of Illinois.
5.2 Successors. This Amendment shall be binding upon the Borrower and
the Bank and their respective successors and assigns, and shall inure to the
benefit of the Borrower and the Bank and their respective successors and
assigns.
5.3 Confirmation of the Agreement. Except as amended hereby, the
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects.
LASALLE NATIONAL BANK MIDWEST ONE MORTGAGE SERVICES, INC.
By: /s/ By: /s/ Xxxxxx X. Xxxxxxx
-------------------------- -------------------------------
Its: Vice President Its: Treasurer
-------------------------- ------------------------------
April 8, 1997
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